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U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 45888 / May 7, 2002

Administrative Proceedings
File No. 3-10780


In the Matter of

STEVEN S. GOLDBERG,

Respondent.


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ORDER INSTITUTING PUBLIC ADMINISTRATIVE PROCEEDING PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS

I.

The Securities and Exchange Commission ("Commission") deems it appropriate in the public interest that a public administrative proceeding pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") be, and hereby is, instituted against respondent Steven S. Goldberg ("Steven Goldberg").

II.

In anticipation of the institution of this proceeding, Steven Goldberg has submitted an Offer of Settlement ("Offer"), which the Commission has determined is in the public interest to accept. Solely for the purpose of this proceeding, and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the findings set forth below, except admitting the jurisdiction of the Commission over him and over the subject matter of this proceeding, Steven Goldberg consents to the issuance of this Order, and the findings and remedial sanction set forth below.

III.

On the basis of this Order and the Offer, the Commission finds that:

A. Steven Goldberg, 58, resided in Westport, Connecticut during the time of the conduct at issue and currently resides in New York, New York. He is an attorney admitted to the New York State Bar. From 1987 through September 2001, Steven Goldberg was a registered representative associated with MML Investors Services, Inc., a registered broker-dealer and wholly owned subsidiary of Massachusetts Mutual Life Insurance Company ("MassMutual"). During that time he was also associated with Cowen Financial Services, an agent of MassMutual with offices located in New York, New York. Steven Goldberg holds Series 7 and Series 63 licenses.

B. In July 2000, Steven Goldberg engaged in illegal insider trading by purchasing Home Port Bancorp, Inc. ("Home Port") stock while in possession of material, nonpublic information concerning an impending merger involving Home Port. Steven Goldberg misappropriated this information from a client who was a member of Home Port's board of directors (the "Client"). In June 2000, the Client met with Steven Goldberg to obtain legal advice about the Client's estate. At that meeting, the Client told Steven Goldberg that Home Port was going to be merged into another bank, which, through the merger, would acquire Home Port's stock for $37 per share, and the Client asked Steven Goldberg for advice about the impact that the merger would have on the Client's estate and other tax issues. The Client expressly informed Steven Goldberg that the merger information was confidential and protected by the attorney-client privilege. Before the Home Port merger was announced on July 21, 2000, Steven Goldberg purchased 2,000 shares of Home Port stock in his own account and caused his 92-year-old mother's trust account to purchase an additional 1,000 shares of Home Port stock. After the merger announcement, those 3,000 shares of Home Port stock were sold for an illegal profit of approximately $28,546.

C. By reason of the foregoing, Steven Goldberg willfully violated Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

D. On May 7, 2002, the Commission filed a Complaint in the United States District Court for the Southern District of New York against Steven Goldberg alleging that he engaged in the conduct described above. SEC v. Steven S. Goldberg, 02 Civ. 3488 (JES) (S.D.N.Y.) (the "Civil Action"). Simultaneous with the filing of the Complaint, Steven Goldberg consented, without admitting or denying the allegations in the Complaint, to entry of a Final Judgment that, inter alia, permanently enjoins Steven Goldberg from violating Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

IV.

In view of the foregoing, the Commission deems it appropriate in the public interest and for the protection of investors to accept Steven Goldberg's Offer and to impose the sanctions specified in the Offer.

Accordingly, IT IS HEREBY ORDERED that Steven Goldberg be, and hereby is, barred from association with any broker or dealer.

By the Commission.

Jonathan G. Katz
Secretary


http://www.sec.gov/litigation/admin/34-45888.htm


Modified: 05/07/2002